COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • August 28th, 2024 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Warrant PURCHASE AGREEMENTWarrant Purchase Agreement • August 28th, 2024 • 22nd Century Group, Inc. • Cigarettes • New York
This Warrant Purchase Agreement (this “Agreement”) is dated as of August 27, 2024, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”)
JGB Collateral, LLC JGB Capital Offshore Ltd. JGB Capital LP JGB Partners LP c/o JGB Management, Inc. Westport, CT 06880 August 27, 202422nd Century Group, Inc. • August 28th, 2024 • Cigarettes
Reference is made to the SPA and the Debentures (as defined in the SPA). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the SPA or the Debentures, as applicable. Further reference is made to the letter agreement, dated April 5, 2024, by and between the Company, the Holders and the Agent (the “April 2024 Letter Agreement”).
